UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 9, 2001
Commission File Number 1-5097
JOHNSON CONTROLS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0380010
(State of Incorporation) (I.R.S. Employer Identification No.)
5757 N. Green Bay Avenue
P.O. Box 591
Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 524-1200
ITEM 5 OTHER EVENTS
Johnson Controls wishes to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 by filing this Form 8-K. By
filing this form, Johnson Controls wishes to caution readers that the following
important factors, among others, in some cases have affected, and in the future
could affect, Johnson Controls' actual results and could cause its actual
consolidated results for the current period, and beyond, to differ materially
from those expressed in any forward-looking statements made by, or on behalf of,
Johnson Controls.
CHANGES IN THE MARKETPLACE
A significant decline in the automobile production rate in the US,
Europe, South America, Japan and/or other Asia/Pacific Rim countries;
changes in automobile battery supply contracts with Johnson Controls'
major customers; constraints placed upon automobile manufacturers which
limit their ability to subcontract for component parts, such as
collective bargaining agreements and union negotiations; limitations of
raw materials necessary for automotive and controls production due to
availability and pricing; cyclicality of the automobile parts industry;
a significant decline in the construction of new commercial buildings
requiring interior control systems; major changes in energy costs or
governmental regulations that would decrease the incentive for
customers to update or improve their interior control systems; impact
of weather on demand for interior control products; decline in the
outsourcing of facility management; privatization or insourcing of
facility management of government facilities; delays or cancellations
of new vehicle programs; market and financial consequences of any
recalls that may be required on company products.
CHANGES IN LABOR FORCE
The effects of labor strikes, work stoppages, or other interruptions;
difficulties in securing employees in major markets where the
corporation purchases material, components, and supplies or where the
company's products are produced, distributed or sold.
CHANGES IN COMPETITION
Increased pressure to change the selling price for Johnson Controls'
products with resulting effects on margins; increased entries of new
competitors into markets; Johnson Controls' continued ability to remain
a Tier 1 supplier to the automobile industry.
CHANGES IN COMPANY STRUCTURE
Start-up expenses incurred by expanding the company, including
inefficiencies and delays; overcapacity of the production plants in the
industries in which Johnson Controls operates; underutilization of
plants and factories, including plant expansions, resulting in
production inefficiencies and higher costs; Johnson Controls' continued
ability to achieve cost reduction targets; amount, rate and growth in
Johnson Controls' selling, general and administrative expenses; impact
of unusual items resulting from on-going evaluations of business
strategies, asset valuations, acquisitions, divestitures and
organizational structures; the completion of acquisitions and
divestitures; the effect of adoption of new accounting standards.
2
CHANGES IN POLITICAL ENVIRONMENT
Effects stemming from changes in trade policies, laws, regulations,
activities of governmental agencies, monetary policies, fiscal
policies, and other social economic conditions such as trade
restrictions or prohibitions; inflation and other monetary
fluctuations; import and other charges or taxes; the ability of Johnson
Controls to obtain, or hedge against foreign exchange rates and
fluctuations in those rates; the existence of unstable governments and
legal systems which may impact Johnson Controls' continuity of business
and ability to obtain authorizations and licensing; possible effects of
new legislation, specifically including the recent Transportation
Recall Enhancement Accountability and Documentation Act (TREAD) and
associated rulemaking.
CHANGES IN LEGAL PROCEEDINGS
The costs and other effects of legal and administrative cases and
proceedings (whether civil, such as environmental and product-related,
or criminal), settlements, investigations, claims, and changes in those
items; the costs associated with any recalls for products manufactured
by Johnson Controls; developments or assertions by or against Johnson
Controls relating to intellectual property rights and intellectual
property licenses; or adoption of new or updated accounting policies
and practices.
CHANGES IN ECONOMY
Persistence of long-term economic uncertainty in Asia, South America
and other emerging markets in which Johnson Controls competes; other
economic changes that may effect the adequacy of cash flows from
operations to cover capital needs and debt.
CHANGES DUE TO THE WAR ON TERRORISM
Effect of potential terrorist sponsored events on company business.
These events could have the effect of accelerating or exacerbating
automotive or controls industry risks such as those noted above in this
disclosure. In addition, these events could have the potential to
enhance Johnson Controls business interruption related risk such as
disruption of supply chains from Mexico or Canada.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be to be signed on its behalf by the
undersigned hereunto duly authorized.
JOHNSON CONTROLS
BY: /s/ Stephen A. Roell
--------------------
Stephen A. Roell
Senior Vice President and
Chief Financial Officer
Date: November 9, 2001
3